Certificate of Amendment of Amended and Restated By-Laws of Privatebancorp,
Inc.

PRIVATEBANCORP,
INC., a corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY
CERTIFY:

FIRST: The
Board of Directors of the Corporation, at its meeting duly held on March
1,
2003, adopted resolutions approving the following amendments to the Amended
and
Restated By-Laws of the Corporation declaring said amendment to be advisable
and
calling for such amendment to be considered at the annual meeting of the
stockholders of said corporation. The resolution setting forth the
proposed amendment is as follows:

RESOLVED,
that Section 3.2 of the Corporation’s Amended and Restated By-laws would be
amended to read in its entirety as follows:

“Section
3.2. Number, Tenure and Qualifications. The number of
directors shall be fifteen (15); provided, however, that the number of directors
may be increased or decreased from time to time by a resolution duly adopted
by
the Board of Directors. Commencing with the annual meeting of
stockholders held in 1998, the directors shall be divided into three (3)
classes, as nearly equal in number as possible, with the term of office of
the
first class to expire at the 1999 annual meeting of stockholders, the term
of
office of the second class to expire at the 2000 annual meeting of stockholders,
and the third class expiring at the 2001 annual meeting of
stockholders. At each annual meeting of stockholders following such
initial classification, directors elected by the stockholders to succeed
those
directors whose term expires shall be elected for a term of office to expire
at
the third succeeding annual meeting of stockholders after their
election. Each director shall hold office until his successor is
elected and qualified or until his earlier resignation or
removal. Directors need not be stockholders or residents of
Delaware.”

SECOND: That
such amendment has been duly adopted in accordance with provisions of the
General Corporation Law of the State of Delaware by the affirmative vote
of the
holders of a majority of all outstanding stock entitled to vote at the annual
meeting of stockholders.

IN
WITNESS WHEREOF, the Corporation has caused this Certificate to be signed
and
attested on its behalf as of April 24, 2003.

Section
1.1Registered
Office and Agent. The Corporation shall have and maintain a
registered office in Delaware and a registered agent having a business office
identical with such registered office.

Section
1.2Other
Offices. The Corporation may also have such other office or
offices in Delaware or elsewhere as the Board of Directors may determine
or as
the business of the Corporation may require.

ARTICLE II

STOCKHOLDERS

Section
2.1Annual
Meeting. An annual meeting of the stockholders shall be held on
the Fourth Thursday in April in each year at the hour of 4:00 P.M., or in
the event the annual meeting is not held on such date and at such time, then
on
the date and at the time designated by the Board of Directors, for the purpose
of electing directors and for the transaction of such other business as may
come
before the meeting. If the day fixed for the annual meeting shall be
a legal holiday, such meeting shall be held on the next succeeding business
day. If the directors shall not be elected at the annual meeting, or
at any adjournment thereof, the Board of Directors shall cause the election
to
be held as soon thereafter as may be convenient.

Section
2.2Special
Meetings. Special meetings of the stockholders may be called at
any time by the Chairman of the Board, the President or the Secretary, and
shall
be called by the Chairman of the Board, the President or the Secretary at
the
request, in writing, of a majority of the Board of Directors. Such
request shall state the purpose or purposes of the proposed
meeting.

Section
2.3Place
of Meeting. Meetings of stockholders, whether annual or special,
shall be held at such time and place as may be determined by the Board of
Directors and designated in the call and notice or waiver of notice of such
meeting; provided, that a waiver of notice signed by all stockholders may
designate any time or place as the time and place for the holding of such
meeting. If no designation is made, the place of meeting shall be at
the Corporation’s principal place of business.

Section
2.4Notice
of Meeting. Written notice stating the place, date and hour of
the meeting and, in case of a special meeting, the purpose or purposes for
which
the meeting is called, shall be given not less than ten nor more than sixty
days
before the date of the meeting, or, in the case of a merger, consolidation
or
sale, lease or exchange of all or substantially all of the Corporation’s
property and assets, at least twenty days before the date of the meeting,
either
personally or by mail, by or at the direction of the Chairman of the Board,
the
President or the Secretary to each stockholder of record entitled to vote
at
such meeting. If mailed, notice is given when deposited in the United
States mail, postage prepaid, directed to the stockholder at his address
as it
appears on the records of the Corporation.

Section
2.5Fixing
Record Date for Determination of Stockholders. For the purpose of
determining stockholders entitled to notice of or to vote at any meeting
of
stockholders, or stockholders entitled to receive payment of any dividend,
or in
order to make a determination of stockholders for any other proper purpose,
the
Board of Directors may fix in advance a date as the record date for any such
determination of stockholders, such date to be not more than sixty days prior
to
the date of a meeting of stockholders, the date of payment of a dividend
or the
date on which other action requiring determination of stockholders is to
be
taken, as the case may be. In addition, the record date for a meeting
of stockholders shall not be less than ten days, or in the case of a merger,
consolidation or sale, lease or exchange of all or substantially all of the
Corporation’s property and assets, not less than twenty days immediately
preceding such meeting. When a determination of stockholders entitled
to vote at any meeting of stockholders

2

has
been
made as provided in this Section, such determination shall apply to any
adjournment thereof; provided, however, that the Board of Directors may fix
a
new record date for the adjourned meeting.

Section
2.6List
of Stockholders Entitled to Vote. The officer who has charge of
the stock ledger of the Corporation shall prepare and make, at least ten
days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing
the
address of each stockholder and the number of shares registered in the name
of
each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list of the stockholders, the corporate books, or to vote at any meeting
of
the stockholders.

Section
2.7Quorum
and Manner of Acting. Unless otherwise provided by the
Certificate of Incorporation or these By-laws, a majority of the outstanding
shares of the Corporation, entitled to vote on a matter present in person
or
represented by proxy, shall constitute a quorum for consideration of such
matter, at any meeting of stockholders; provided, that if less than a majority
of the outstanding shares entitled to vote on a matter are present in person
or
represented by proxy at said meeting, a majority of the shares so present
in
person or represented by proxy may adjourn the meeting from time to time
without
further notice other than announcement at the meeting at which the adjournment
is taken of the time and place of the adjourned meeting. At the
adjourned meeting the Corporation may transact any business which might have
been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given
to
each stockholder of record entitled to vote at the meeting. If a
quorum is present, the affirmative vote of the majority of the shares present
in
person or represented by proxy at the meeting and entitled to vote shall
be the
act of the stockholders, unless the vote of a greater number or voting by
classes is required by the General Corporation Law of the State of Delaware,
the
Certificate of Incorporation or these By-laws.

Section
2.8Voting
Shares and Proxies. Each stockholder shall be entitled to one
vote for each share of capital stock held by such stockholder, except as
otherwise provided in the Certificate of Incorporation. Each
stockholder entitled to vote shall be entitled to vote in person, or may
authorize another person or persons to act for him by proxy executed in writing
by such stockholder or by his duly authorized attorney-in-fact, but no such
proxy shall be voted or acted upon after three years from its date, unless
the
proxy provides for a longer period.

Section
2.9Inspectors. At
any meeting of stockholders, the chairman of the meeting may, or upon the
request of any stockholder shall, appoint one or more persons as inspectors
for
such meeting. Such inspectors shall ascertain and report the number
of shares represented at the meeting, based upon the list of stockholders
produced at the meeting in accordance with Section 2.6 hereof and upon
their determination of the validity and effect of proxies, and they shall
count
all votes, report the results and do such other acts as are proper to conduct
the

3

election
and voting with impartiality and fairness to all the
stockholders. Each such report shall be in writing and signed by at
least a majority of the inspectors, the report of a majority being the report
of
the inspectors, and such reports shall be prima facie evidence of the number
of
shares represented at the meeting and the result of a vote of the
stockholders.

Section
2.10Voting
of Shares by Certain Holders. Shares of its own stock belonging
to the Corporation, unless held by it in a fiduciary capacity, shall not
be
voted, directly or indirectly, at any meeting, and shall not be counted in
determining the total number of outstanding shares at any given
time. Shares standing in the name of another corporation, domestic or
foreign, may be voted by such officer, agent or proxy as the by-laws of such
corporation may prescribe, or, in the absence of such provision, as the board
of
directors of such corporation may determine. Persons holding stock in
a fiduciary capacity shall be entitled to vote the shares so
held. Persons whose stock is pledged shall be entitled to vote,
unless in the transfer by the pledgor on the books of the Corporation he
expressly empowered the pledgee to vote thereon, in which case only the pledgee,
or his Proxy, may represent such stock and vote thereon.

Section
2.11Action
by Stockholders. Any action required to be taken or which may be
taken at a meeting of stockholders must be effected at a duly called annual
or
special meeting of the stockholders of the Corporation, and the power of
stockholders to consent in writing, without a meeting, to the taking of any
action is specifically denied.

Section
2.12Notice
of Stockholder Business. At an annual meeting of the
stockholders, only such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before the annual
meeting of stockholders, business must be (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board,
(b) otherwise properly brought before the meeting by or at the direction of
the Board, or (c) otherwise properly brought before the meeting by a
stockholder. For business to be properly brought before an annual
meeting of the stockholders, the stockholder must have the legal right and
authority to make the proposal for consideration at the meeting and the
stockholder must have given timely notice thereof in writing to the Chairman
of
the Board, the President or the Secretary of the Corporation. To be
timely, a stockholder’s written notice of intent to make a proposal or proposals
must be personally delivered to or mailed by United States mail, certified
or
registered with return receipt requested, and received by the Chairman of
the
Board, the President or the Secretary of the Corporation at the principal
executive offices of the Corporation not less than 120 days prior to the
meeting; provided however, that in the event that less than 130 days’ notice or
prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received
not
later than the close of business on the tenth (10th) day following the day
on
which notice of the day of the annual meeting was mailed or such public
disclosure was made. A stockholder’s notice to the Chairman of the
Board, the President or the Secretary shall set forth as to each item of
business the stockholder proposes to bring before the annual meeting (a) a
brief description of the business desired to be brought before the meeting,
and
in the case of a nomination for election of director, such nominee’s name and
qualifications, and the reasons for conducting business at the meeting,
(b) the name and the record address of the stockholder or stockholders
proposing such business, (c) the number of shares of stock of the
Corporation which are beneficially owned by such stockholder or stockholders,
and (d) any material interest of the stockholder in such

4

business. The
chairman of the meeting may refuse to acknowledge the proposal of any
stockholder not made in compliance with this
Section 2.12. Notwithstanding anything in these By-laws to the
contrary, no business shall be brought before or conducted at an annual meeting
except in accordance with the procedures set forth in this
Section 2.12.

5

ARTICLE III

DIRECTORS

Section
3.1General
Powers. The business and affairs of the Corporation shall be
managed by its Board of Directors, except as may be otherwise provided by
statute or the Certificate of Incorporation.

Section
3.2Number,
Tenure and Qualifications. The number of directors shall be
fifteen (15). The number may be increased or decreased from time to time
by amendment of this Section except as otherwise provided for in the Amended
and
Restated Certificate of Incorporation. Commencing with the annual
meeting of stockholders held in 1998, the directors shall be divided into
three
(3) classes, as nearly equal in number as possible, with the term of office
of
the first class to expire at the 1999 annual meeting of stockholders, the
term
of office of the second class to expire at the 2000 annual meeting of
stockholders, and the third class expiring at the 2001 annual meeting of
stockholders. At each annual meeting of stockholders following such
initial classification, directors elected by the stockholders to succeed
those
directors whose term expires shall be elected for a term of office to expire
at
the third succeeding annual meeting of stockholders after their
election. Each director shall hold office until his successor is
elected and qualified or until his earlier resignation or
removal. Directors need not be stockholders or residents of
Delaware.

Section
3.3Regular
Meetings. A regular meeting of the Board of Directors shall be
held, without other notice than this Section, immediately after and at the
same
place as the annual meeting of stockholders. The Board of Directors
may provide, by resolution, the time and place, either within or without
Delaware, for the holding of additional regular meetings without other notice
than such resolution.

Section
3.4Special
Meetings. Special meetings of the Board of Directors may be
called at any time by the Chairman of the Board, the President or any two
directors. The person or persons who call a special meeting of the
Board of Directors may designate any place, either within or without Delaware,
as the place for holding such special meeting. In the absence of such
a designation the place of meeting shall be the Corporation’s principal place of
business.

Section
3.5Notice
of Special Meetings. Notice stating the place, date and hour of a
special meeting shall be mailed not less than five days before the date of
the
meeting, or shall be sent by telegram or be delivered personally or by telephone
not less than two days before the date of the meeting, to each director,
by or
at the direction of the person or persons calling the
meeting. Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting except where a director attends a meeting
for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at nor the purpose of
any meeting of the Board of Directors need be specified in the notice or
waiver
of notice of such meeting.

Section
3.6Quorum
and Manner of Acting. A majority of the number of directors as
fixed in Section 3.2 hereof shall constitute a quorum for the transaction
of business at any meeting of the Board of Directors; provided, that if less
than a majority of such number of directors are present at said meeting,
a
majority of the directors present may adjourn the meeting

6

from
time
to time without further notice. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the
act of
the Board of Directors, unless otherwise provided in the General Corporation
Law
of the State of Delaware, the Certificate of Incorporation or these
By-laws.

Section
3.7Informal
Action by Directors. Any action which is required by law or by
these By-laws to be taken at a meeting of the Board of Directors, or any
other
action which may be taken at a meeting of the Board of Directors or any
committee thereof, may be taken without a meeting if a consent in writing,
setting forth the action to be taken, shall be signed by all of the directors
entitled to vote with respect to the subject matter thereof, or by all the
members of such committee, as the case may be. Such consent shall
have the same force and effect as a unanimous vote of all of the directors
or
all of the members of such committee, as the case may be, at a duly called
meeting thereof, and shall be filed with the minutes of proceedings of the
Board
or committee.

Section
3.8Telephonic
Meetings. Unless otherwise restricted by the Certificate of
Incorporation or these By-laws, members of the Board of Directors or of any
committee designated by such Board, may participate in a meeting of such
Board
or committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can
hear
each other, and participation in a meeting pursuant to this Section shall
constitute presence at such meeting.

Section
3.9Resignations. Any
director may resign at any time by giving written notice to the Board of
Directors, the Chairman of the Board, the President, or the
Secretary. Such resignation shall take effect at the time specified
therein; and, unless tendered to take effect upon acceptance thereof, the
acceptance of such resignation shall not be necessary to make it
effective.

Section
3.10Vacancies.

(a)Vacancies
and newly-created directorships resulting from any increase in the authorized
number of directors to be elected by all of the stockholders having the right to
vote, voting as a single class, may be filled by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director,
and the directors so chosen shall hold office until their successors are
elected
and qualified or until their earlier resignation or removal.

(b)Whenever
the holders of any class or classes of stock or series thereof are entitled
to
elect one or more directors by the provisions of the Certificate of
Incorporation, vacancies and newly created directorships of such class or
classes or series may be filled by a majority of the directors elected by
such
class or classes or series thereof then in office, or by a sole remaining
director so elected, and the directors so chosen shall hold office until
the
next election of the class for which such directors shall have been chosen,
and
until their successors shall be elected and qualified or until their earlier
resignation or removal.

Section
3.11Removal. Any
director or the entire Board of Directors may be removed, with or without
cause,
by the holders of a majority of the shares then entitled to vote at an election
of directors, provided, however, that:

7

(a)if
the
Board is classified and unless otherwise provided in the Certificate of
Incorporation, the stockholders may affect such removal only for cause;
or

(b)if
the
Corporation has cumulative voting, and less than the entire Board of Directors
is to be removed, no director may be removed without cause if the votes
cast
against his removal would be sufficient to elect him if then cumulatively
voted
at an election of the entire Board of Directors, or, if there be classes
of
directors, at an election of the class of directors of which he is a
part.

Whenever
the holders of any class or series are entitled to elect one or more directors
by the provisions of the Certificate of Incorporation, the provisions of
this
Section shall apply, in respect to the removal without cause of a director
or directors so elected, to the vote of the holders of the outstanding shares
of
that class or series and not to the vote of the outstanding shares as a
whole.

Section
3.12Interested
Directors.

(a)No
contract or transaction between the Corporation and one or more of its directors
or officers, or between the Corporation and any other corporation, partnership,
association, or other organization in which one or more of its directors
or
officers are directors or officers, or have a financial interest, shall be
void
or voidable solely for this reason, or solely because the director or officer
is
present at or participates in the meeting of the Board or committee thereof
which authorizes the contract or transaction, or solely because his or their
votes are counted for such purpose, if:

(1)The
material facts as to his relationship or interest and as to the contract
or
transaction are disclosed or are known to the Board of Directors or the
committee, and the Board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less
than a
quorum; or

(2)The
material facts as to his relationship or interest and as to the contract
or
transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved in good
faith
by vote of the stockholders; or

(3)The
contract or transaction is fair as to the Corporation as of the time it is
authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders.

(b)Common
or
interested directors may be counted in determining the presence of a quorum
at a
meeting of the Board of Directors or of a committee which authorizes the
contract or transaction.

8

ARTICLE IV

COMMITTEES

Section
4.1Appointment
and Powers. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee
to
consist of one or more of the directors of the Corporation which, to the
extent
provided in said resolution or in these By-laws, shall have and may exercise
all
the powers and authority of the Board of Directors in the management of the
business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it; but no such
committee shall have the power or authority in reference to amending the
Certificate of Incorporation (except that any such committee may, to the
extent
authorized in the resolution or resolutions providing for the issuance of
such
shares of stock adopted by the Board of Directors, fix the designations and
any
of the preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the Corporation or the conversion
into, or the exchange of such shares for, shares of any other class or classes
or any other series of the same or any other class or classes of stock of
the
Corporation or fix the number of shares of any series of stock or authorize
the
increase or decrease of the shares of any series), adopting an agreement
of
merger or consolidation, recommending to the stockholders the sale, lease
or
exchange of all or substantially all of the Corporation’s property and assets,
recommending to the stockholders a dissolution of the Corporation or a
revocation thereof, or amending the By-laws; and, unless the resolution,
Bylaws
or Certificate of Incorporation expressly so provide, no such committee shall
have the power or authority to declare a dividend, to authorize the issuance
of
stock, or to adopt a certificate of ownership and merger pursuant to
Section 253 of the Delaware General Corporation Law.

Section
4.2Absence
or Disqualification of Committee Member. In the absence or
disqualification of any member of such committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not they
constitute a quorum, may unanimously appoint another member of the Board
of
Directors to act at the meeting in the place of any such absent or disqualified
member.

Section
4.3Record
of Proceedings. The committees shall keep regular minutes of
their proceedings and when required by the Board of Directors shall report
the
same to the Board of Directors.

9

ARTICLE V

OFFICERS

Section
5.1Number
and Titles. The officers of the Corporation shall be a Chairman
of the Board, a President, a Treasurer and a Secretary. There shall
be such other officers and assistant officers as the Board of Directors may
from
time to time deem necessary. Any two or more offices may be held by
the same person.

Section
5.2Election,
Term of Office and Qualifications. The officers shall be elected
annually by the Board of Directors at the first meeting of the Board of
Directors held after the annual meeting of stockholders. If the
election of officers is not held at such meeting, such election shall be
held as
soon thereafter as may be convenient. Vacancies may be filled or new
offices created and filled at any meeting of the Board of
Directors. Each officer shall be elected to hold office until his
successor shall have been elected and qualified, or until his earlier death,
resignation or removal. Election of an officer shall not of itself
create contract rights.

Section
5.3Removal. Any
officer may be removed by the Board of Directors whenever in its judgment
the
best interests of the Corporation will be served thereby, but such removal
shall
be without prejudice to the contract rights, if any, of the person so
removed.

Section
5.4Resignation. Any
officer may resign at any time by giving written notice to the Board of
Directors, the Chairman of the Board, the President or the
Secretary. Such resignation shall take effect at the time specified
therein; and, unless tendered to take effect upon acceptance thereof, the
acceptance of such resignation shall not be necessary to make it
effective.

Section
5.5Duties. In
addition to and to the extent not inconsistent with the provisions in these
By-laws, the officers shall have such authority, be subject to such restrictions
and perform such duties in the management of the business, property and affairs
of the Corporation as may be determined from time to time by the Board of
Directors.

Section
5.6Chairman
of the Board. The Chairman of the Board shall be elected by and
from the membership of the Board of Directors. He shall be the chief
executive officer of the Corporation unless the Board of Directors expressly
designates otherwise. Subject to the control of the Board of
Directors, the Chairman of the Board shall, in general, supervise and manage
the
business and affairs of the Corporation, and he shall see that the resolutions
and directions of the Board of Directors are carried into
effect. Except in those instances in which the authority to execute
is expressly delegated to another officer or agent of the Corporation, or
a
different mode of execution is expressly prescribed by the Board of Directors
or
these By-laws, or where otherwise required by law, the Chairman of the Board
may
execute for the Corporation any contracts, deeds, mortgages, bonds or other
instruments which the Board of Directors has authorized to be executed or
the
execution of which is in the ordinary course of the Corporation’s business, and
they may each accomplish such execution either under or without the seal
of the
Corporation and either individually, together or with the Secretary, any
Assistant Secretary, or any other officer thereunto authorized by the Board
of
Directors or these By-laws. The Chairman of the Board shall preside
at all meetings of the stockholders and of the Board of Directors (and of
any
executive committee thereof), and shall perform such other duties as
from

10

time
to
time shall be prescribed by the Board of Directors. In the absence of
the President or in the event of his inability or refusal to act or while
such
office is vacant, the Chairman of the Board shall assume the duties of the
President. The offices of Chairman of the Board and President may be
held by the same person.

Section
5.7President. The
President shall be the chief operating officer of the Corporation unless
the
Board of Directors expressly designates otherwise. Subject to the
control of the Board of Directors, the President shall, in general, assist
the
Chairman in supervising and managing the business and affairs of the Corporation
and in seeing that the resolutions and directions of the Board of Directors
are
carried into effect. In the absence of the Chairman of the Board or
in the event of his inability or refusal to act or while such office is vacant,
the President shall perform the duties of the Chairman of the Board and when
so
acting shall have all of the powers and authority of, and shall be subject
to
the restrictions upon, the Chairman of the Board. Except in those
instances in which the authority to execute is expressly delegated to another
officer or agent of the Corporation or a different mode of execution is
expressly prescribed by the Board of Directors or these By-laws or where
otherwise required by law, he may execute for the Corporation any contracts,
deeds, mortgages, bonds or other instruments which the Board of Directors
has
authorized to be executed or the execution of which is in the ordinary course
of
the Corporation’s business, and he may accomplish such execution either under or
without the seal of the Corporation and either individually or with the
Secretary, any Assistant Secretary, or any other officer thereunto authorized
by
the Board of Directors or these By-laws. In general, he shall perform
such other duties as from time to time may be prescribed by the Chairman
of the
Board or the Board of Directors. The offices of Chairman of the Board
and President may be held by the same person.

Section
5.8Vice
Presidents. The Board of Directors may, but need not, appoint one
or more Vice Presidents of the Corporation. Except in those instances
in which the authority to execute is expressly delegated to another officer
or
agent of the Corporation or a different mode of execution is expressly
prescribed by the Board of Directors or these By-laws or where otherwise
required by law, the Vice President (or each of them if there are more than
one) may execute for the Corporation any contracts, deeds, mortgages, bonds
or other instruments which the Board of Directors has authorized to be executed,
and he may accomplish such execution either under or without the seal of
the
Corporation and either individually or with the Secretary, any Assistant
Secretary, or any other officer thereunto authorized by the Board of Directors
or these By-laws. The Vice Presidents shall perform such other duties
as from time to time may be prescribed by the Chairman of the Board, the
President or the Board of Directors.

Section
5.9Treasurer. The
Treasurer shall be the principal financial and accounting officer of the
Corporation, and shall (a) have charge and custody of, and be responsible
for, all funds and securities of the Corporation; (b) keep or cause to be
kept correct and complete books and records of account including a record
of all
receipts and disbursements; (c) deposit all funds and securities of the
Corporation in such banks, trust companies or other depositaries as shall
be
selected in accordance with these By-laws; (d) from time to time prepare or
cause to be prepared and render financial statements of the Corporation at
the
request of the Chairman of the Board, the President or the Board of Directors;
and (e) in general, perform all duties incident to the office of Treasurer
and such other duties as from time to time may be prescribed by the Chairman
of
the Board, the President or the Board of Directors. If required by
the Board of

11

Directors,
the Treasurer shall give a bond for the faithful discharge of his duties
in such
sum and with such surety or sureties as the Board of Directors shall
determine.

Section
5.10Secretary. The
Secretary shall (a) keep the minutes of the proceedings of the stockholders
and of the Board of Directors in one or more books provided for that purpose;
(b) see that all notices are duly given in accordance with the provisions
of these By-laws or as required by law; (c) be custodian of the corporate
records and of the seal of the Corporation and see that the seal of the
Corporation is affixed to all stock certificates prior to the issue thereof
and
to all documents the execution of which on behalf of the Corporation under
its
seal is necessary or appropriate; (d) keep or cause to be kept a register
of the name and address of each stockholder, which shall be furnished to
the
Corporation by each such stockholder, and the number and class of shares
held by
each stockholder; (e) have general charge of the stock transfer books; and
(f) in general, perform all duties incident to the office of Secretary and
such other duties as from time to time may be prescribed by the Chairman
of the
Board, the President or the Board of Directors.

Section
5.11Assistant
Treasurers and Assistant Secretaries. In the absence of the
Treasurer or Secretary or in the event of the inability or refusal of the
Treasurer or Secretary to act, the Assistant Treasurer and the Assistant
Secretary (or in the event there is more than one of either, in the order
designated by the Board of Directors or in the absence of such designation,
in
the order of their election) shall perform the duties of the Treasurer and
Secretary, respectively, and when so acting, shall have all the authority
of and
be subject to all the restrictions upon such office. The Assistant
Treasurers and Assistant Secretaries shall also perform such duties as from
time
to time may be prescribed by the Treasurer or the Secretary, respectively,
or by
the Chairman of the Board, the President or the Board of
Directors. If required by the Board of Directors, an Assistant
Treasurer shall give a bond for the faithful discharge of his duties in such
sum
and with such surety or sureties as the Board of Directors shall
determine.

Section
5.12Salaries. The
salaries and additional compensation, if any, of the officers shall be
determined from time to time by the Board of Directors; provided, that if
such
officers are also directors such determination shall be made by a majority
of
the directors then in office.

12

ARTICLE VI

CERTIFICATES
OF STOCK AND THEIR TRANSFER

Section
6.1Stock
Certificates. The issued shares of the Corporation shall be
represented by certificates, and no class or series of shares of the
Corporation shall be uncertificated shares. Stock certificates shall
be in such form as determined by the Board of Directors and shall be signed
by,
or in the name of the Corporation by the Chairman of the Board or the
President, and by the Treasurer or an Assistant Treasurer, or the Secretary
or
an Assistant Secretary of the Corporation. Any of or all the
signatures on the certificates may be a facsimile. All certificates
of stock shall bear the seal of the Corporation, which seal may be a facsimile,
engraved or printed.

Section
6.2Transfer
of Shares. The shares of the Corporation shall be
transferable. The Corporation shall have a duty to register any such
transfer (a) provided there is presented to the Corporation or its transfer
agents (i) the stock certificate endorsed by the appropriate person or
persons; and (ii) reasonable assurance that such endorsement is genuine and
effective; and, (b) provided that (i) the Corporation has no duty to
inquire into adverse claims or has discharged any such duty; (ii) any
applicable law relating to the collection of taxes has been complied with;
and
(iii) the transfer is in fact rightful or is to a bonafide purchaser. Upon
registration of such transfer upon the stock transfer books of the Corporation
the certificates representing the shares transferred shall be canceled and
the
new record holder, upon request, shall be entitled to a new certificate or
certificates. The terms and conditions described in the foregoing
provisions of this Section shall be construed in accordance with the
provisions of the Delaware Uniform Commercial Code, except as otherwise provided
by the Delaware General Corporation Law. No new certificate shall be
issued until the former certificate or certificates for a like number of
shares
shall have been surrendered and canceled, except that in case of a lost,
destroyed, wrongfully taken or mutilated certificate a new one may be issued
therefor upon such terms and indemnity to the Corporation as the Board of
Directors, the Chairman of the Board or the President may prescribe consistent
with applicable law.

13

ARTICLE VII

DIVIDENDS

Section
7.1Dividends. Subject
to the provisions of the General Corporation Law of the State of Delaware
and
the Certificate of Incorporation, the Board of Directors may declare and
pay
dividends upon the shares of its capital stock. Dividends may be paid
in cash, in property, or in shares of the Corporation’s capital
stock.

14

ARTICLE VIII

FISCAL
YEAR

Section
8.1Fiscal
Year. The fiscal year of the Corporation shall be fixed by the
Board of Directors.

15

ARTICLE IX

SEAL

Section
9.1Seal. The
corporate seal shall have inscribed thereon the name of the Corporation and
the
words “Corporate Seal” and “Delaware.” The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any manner
reproduced.

16

ARTICLE X

WAIVER
OF
NOTICE

Section
10.1Waiver
of Notice. Whenever any notice is required to be given under
these By-laws, the Certificate of Incorporation or the General Corporation
Law
of the State of Delaware, a waiver thereof in writing, signed by the person
or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

17

ARTICLE XI

INDEMNIFICATION

Section
11.1Third-Party
Actions. The Corporation shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative, including all appeals (other than an action by or in the
right
of the Corporation) by reason of the fact that the person is or was a director,
officer, employee, or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, trustee, officer, employee, or
agent
of another corporation, partnership, joint venture, trust, or other enterprise,
against expenses, including attorneys’ fees, judgment, fines, and amounts paid
in settlement actually and reasonably incurred by him or her in connection
with
the action, suit, or proceeding; if the person acted in good faith and in
a
manner he or she reasonably believed to be in or not opposed to the best
interests of the Corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The termination of any action, suit, or proceeding by
judgment, order, settlement, conviction, or on a plea of nolo contendere
or its
equivalent, shall not, of itself, create a presumption that the person did
not
act in good faith and in a manner that he or she reasonably believed to be
in or
not opposed to the best interests of the Corporation and, with respect to
any
criminal action or proceeding, had reasonable cause to believe that his or
her
conduct was unlawful.

Section
11.2Derivative
Actions. The Corporation shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending, or
completed action or suit, including all appeals, by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that
the
person is or was a director, officer, employee, or agent of the Corporation,
or
is or was serving at the request of the Corporation as a director, trustee,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise, against expenses, including attorneys’ fees,
actually and reasonably incurred by the person in connection with the defense
or
settlement of the action or suit, if he or she acted in good faith and in
a
manner he or she reasonably believed to be in or not opposed to the best
interests of the Corporation. However, no indemnification shall be
made in respect of any claim, issue, or matter as to which the person is
adjudged to be liable for negligence or misconduct in the performance of
his or
her duty to the Corporation unless and only to the extent that the court
of
common pleas or the court in which the action or suit was brought determines
on
application that, despite the adjudication of liability but in view of all
the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for expenses that the court of common pleas or other court shall
deem
proper.

Section
11.3Rights
After Successful Defense. To the extent that a director, trustee,
officer, employee, or agent has been successful on the merits or otherwise
in
defense of any action, suit, or proceeding referred to in Section 11.1 or
11.2, above, or in defense of any claim, issue, or matter in that action,
suit,
or proceeding, he or she shall be indemnified against expenses, including
attorneys’ fees, actually and reasonably incurred by him or her in connection
with the action, suit, or proceeding.

18

Section
11.4Other
Determination of Rights. Unless ordered by a court, any
indemnification made under Section 11.1 or 11.2, above, shall be made by
the Corporation only as authorized in the specific case on a determination
that
indemnification of the director, trustee, officer, employee, or agent is
proper
in the circumstances because he or she has met the applicable standard of
conduct set forth in Section 11.1 or 11.2, above. The
determination shall be made (a) by a majority vote of a quorum consisting
of directors who were not and are not parties to or threatened with the action,
suit, or proceeding; (b) if the described quorum is not obtainable or if a
majority vote of a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion; (c) by the stockholders; or (d) by
the court in which the action, suit, or proceeding was brought.

Section
11.5Advances
of Expenses. Expenses of each person seeking indemnification
under Section 11.1 or 11.2, above, may be paid by the Corporation as they
are incurred, in advance of the final disposition of the action, suit, or
proceeding, as authorized by the Board of Directors in the specific case,
on
receipt of an undertaking by or on behalf of the director, trustee, officer,
employee, or agent to repay the amount if it is ultimately determined that
he or
she is not entitled to be indemnified by the Corporation.

Section
11.6Nonexclusiveness;
Heirs. The indemnification provided by this Article shall
not be deemed exclusive of, and shall be in addition to, any other rights
to
which those seeking indemnification may be entitled as a matter of law or
under
the Certificate of Incorporation, these By-Laws, any agreement, vote of
stockholders, any insurance purchased by the Corporation, or otherwise, both
as
to action in his or her official capacity and as to action in another capacity
while holding that office, and shall continue as to a person who has ceased
to
be a director, trustee, officer, employee, or agent and shall inure to the
benefit of the heirs, executors, and administrators of that person.

19

ARTICLE XII

MISCELLANEOUS
PROVISIONS

Section
12.1Contracts. The
Board of Directors may authorize any officer or agent to enter into any contract
or execute and deliver any instrument in the name of and on behalf of the
Corporation, and the Chairman of the Board or the President may so authorize
any
officer or agent with respect to contracts or instruments in the usual and
regular course of its business. Such authority may be general or
confined to specific instances.

Section
12.2Loans. No
loan shall be contracted on behalf of the Corporation and no evidence of
indebtedness shall be issued in its name unless authorized by the Board of
Directors. Such authority may be general or confined to specific
instances.

Section
12.3Checks,
Drafts, Etc. All checks, drafts or other orders for the payment
of money, or notes or other evidences of indebtedness issued in the name
of the
Corporation shall be signed by such officer or agent as shall from time to
time
be authorized by the Board of Directors.

Section
12.4Deposits. The
Board of Directors may select banks, trust companies or other depositaries
for
the funds of the Corporation.

Section
12.5Stock
in Other Corporations. Shares of any other corporation which may
from time to time be held by the Corporation may be represented and voted
by the
Chairman of the Board or the President, or by any proxy appointed in writing
by
the Chairman of the Board or the President, or by any other person or persons
thereunto authorized by the Board of Directors, at any meeting of stockholders
of such corporation or by executing written consents with respect to such
shares
where stockholder action may be taken by written consent. Shares
represented by certificates standing in the name of the Corporation may be
endorsed for sale or transfer in the name of the Corporation by the Chairman
of
the Board, the President or by any other officer thereunto authorized by
the
Board of Directors. Shares belonging to the Corporation need not
stand in the name of the Corporation, but may be held for the benefit of
the
Corporation in the name of any nominee designated for such purpose by the
Board
of Directors.

Section
12.6Miscellaneous. Use
of the masculine pronoun shall be deemed to include usage of the feminine
pronoun where appropriate.

Section
13.1Procedure. These
By-laws may be altered, amended or repealed and new by-laws may be adopted
by
the Board of Directors.

Section
13.2Amendment
by Stockholders. Notwithstanding any other provision of the
Amended and Restated Certificate of Incorporation or these By-laws of the
Corporation to the contrary and notwithstanding that a lesser percentage
may be
specified by law, in the event these By-laws shall be amended by vote of
stockholders, the affirmative vote of the holders of at least two-thirds
(2/3)
of the voting power of the outstanding shares of all classes of stock of
the
Corporation, voting together as a single class, shall be required to amend
or
repeal or adopt any provision inconsistent with Sections 2.2, 2.11, 2.12,
3.2, 3.10 or 13.2 of these By-laws.